EXHIBIT 3.1

                             2002 STOCK OPTION PLAN



1. ESTABLISHMENT, EFFECTIVE DATE AND TERM

         XSTREAM BEVERAGES GROUP, INC., a Nevada corporation (the "Company"),
hereby establishes the "Xstream Beverage Group, Inc. 2002 Stock Option Plan"
(the "Plan"). The effective date of the Plan shall be March 1, 2002, (the
"Effective Date"), which is the date that the Plan was approved and adopted by
the Board of Directors (the "Board") and shareholders owning a majority of the
Company's issued and outstanding shares of common stock. ss earlier terminated
pursuant to Section 17 hereof, the Plan shall terminate on December 31, 2009.

2. PURPOSE

         The purpose of the Plan is to advance the interests of the Company by
providing Eligible Individuals (as defined in Section 6 below) with an
opportunity to acquire or increase a proprietary interest in the Company, which
will thereby create a stronger incentive to expend maximum effort for the growth
and success of the Company and its subsidiaries, and will encourage such
individuals to remain in the employ of the Company or one or more of its
subsidiaries.

3. TYPE OF OPTIONS

         Each stock option granted under the Plan (an "Option") may be
designated by the Board, in its sole discretion, either as (i) an "incentive
stock option" ("Incentive Stock Options") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), or
(ii) as a non-qualified stock option which is not intended to meet the
requirements of Section 422 of the Code; provided, however, that Incentive Stock
Options may only be granted to employees of the Company, any "subsidiary
corporation" as defined in Section 424 of the Code (a "Subsidiary") or any
"parent corporation" as defined in Section 424 of the Code (a "Parent"). In the
absence of any designation, Options granted under the Plan will be deemed to be
non-qualified stock options. The Plan shall be administered and interpreted so
that all Incentive Stock Options granted under the Plan will qualify as
incentive stock options under Section 422 of the Code. Options designated as
Incentive Stock Options that fail to continue to meet the requirements of
Section 422 of the Code shall be redesignated as non-qualified stock options
automatically on the date of such failure to continue to meet such requirements
without further action by the Board.




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4. ADMINISTRATION


(a) Board. The Plan shall be administered by the Board, which shall have the
full power and authority to take all actions, and to make all determinations
required or provided for under the Plan or any Option granted or Option
Agreement (as defined in Section 9 below) entered into under the Plan and all
such other actions and determinations not inconsistent with the specific terms
and provisions of the Plan deemed by the Board to be necessary or appropriate to
the administration of the Plan or any Option granted or Option Agreement entered
into hereunder. The Board may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Option Agreement in the manner
and to the extent it shall deem expedient to carry the Plan into effect and
shall be the sole and final judge of such expediency. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Board present at a meeting at which any issue relating to the Plan is
properly raised for consideration or without a meeting by written consent of the
Board executed in accordance with the Company's Articles of Incorporation and
By-Laws and applicable law. The interpretation and construction by the Board of
any provision of the Plan or of any Option granted or Option Agreement entered
into hereunder shall be final, conclusive and binding on all Optionees.

(b) Committee. The Board may, in its discretion, from time to time appoint a
Compensation Committee and/or Stock Option Committee (each of which is referred
to as the "Committee") consisting of not less than two members of the Board,
none of whom shall be an officer or other salaried employee of the Company or
any Parent or Subsidiary, and each of whom shall qualify in all respects as a
"non-employee director" as defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an
"outside director" for purposes of Section 162(m) of the Code. The Board, in its
sole discretion, may provide that the role of the Committee shall be limited to
making recommendations to the Board concerning any determinations to be made and
actions to be taken by the Board pursuant to or with respect to the Plan, or the
Board may delegate to the Committee such powers and authorities related to the
administration of the Plan, as set forth in Section 4(a) above, as the Board
shall determine, consistent with the Articles of Incorporation and By-Laws of
the Company and applicable law. The Board may remove members, add members and
fill vacancies on the Committee from time to time, all in accordance with the
Company's Articles of Incorporation and By-Laws and applicable law. The majority
vote of the Committee, or acts reduced to or approved in writing by a majority
of the members of the Committee, shall be the valid acts of the Committee.

(c) No Liability. No member of the Board or of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted or Option Agreement entered into hereunder.

(d) Delegation to the Committee. In the event that the Plan or any Option
granted or Option Agreement entered into hereunder provides for any action to be
taken by or determination to be made by the Board, such action may be taken by
or such determination may be made by the Committee if the power and authority to
do so has been delegated to the Committee by the Board as provided for in
Section 4(b) above. Unless otherwise expressly determined by the Board, any


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such action or determination by the Committee shall be final, conclusive and
binding on all Optionees.

5. COMMON STOCK

         The capital stock of the Company that may be issued pursuant to Options
granted under the Plan shall be shares of common stock, $.001 par value, of the
Company (the "Common Stock"), which shares may be treasury shares or authorized
but unissued shares. The total number of shares of Common Stock that may be
issued pursuant to Options granted under the Plan shall be twenty five million
(25,000,000) shares, subject to adjustment as provided in Section 18 below. If
any Option expires, terminates or is terminated or canceled for any reason prior
to exercise in full, the shares of Common Stock that were subject to the
unexercised portion of such Option shall be available for future Options granted
under the Plan.

6. ELIGIBILITY

         Options may be granted under the Plan to (i) any employee or director
of the Company or any Parent or Subsidiary, and (ii) any independent contractor
or consultant performing services for the Company or any Parent or Subsidiary as
determined by the Board from time to time on the basis of their importance to
the business of the Company (collectively, "Eligible Individuals"), provided,
however, that Incentive Stock Options may only be granted to employees of the
Company or any Parent or Subsidiary. An individual may hold more than one
Option, subject to such restrictions as are provided herein.

7. GRANT OF OPTIONS

         Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, prior to the date of termination of the Plan, grant
to such Eligible Individuals as the Board may determine ("Optionees"), Options
to purchase such number of shares of Common Stock on such terms and conditions
as the Board may determine. The date on which the Board approves the grant of an
Option (or such later date as is specified by the Board) shall be considered the
date on which such Option is granted.

8. LIMITATION ON INCENTIVE STOCK OPTIONS

(a) Ten Percent Shareholder. Notwithstanding any other provision of this Plan to
the contrary, no individual may receive an Incentive Stock Option under the Plan
if such individual, at the time the award is granted, owns (after application of
the rules contained in Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent or Subsidiary, unless (i) the purchase price for each
share of Common Stock subject to such Incentive Stock Option is at least one
hundred and ten percent (110%) of the fair market value of a share of Common
Stock on the date of grant (as determined in good faith by the Board???) and
(ii) such Incentive Stock Option is not exercisable after the date which is five
years from the date of grant.


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(b) Limitation on Grants. The aggregate fair market value (determined with
respect to

each Incentive Stock Option at the time such Incentive Stock Option is granted)
of the shares of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an individual during any calendar year (under
this Plan or any other plan of the Company or a Parent or Subsidiary) shall not
exceed $100,000. If an Incentive Stock Option is granted pursuant to which the
aggregate fair market value of shares with respect to which it first becomes
exercisable in any calendar year by an individual exceeds such $100,000
limitation, the portion of such Option which is in excess of the $100,000
limitation, and any Options issued subsequently in the same calendar year, shall
be treated as a non-qualified stock option pursuant to Section 422(d)(1) of the
Code. In the event that an individual is eligible to participate in any other
stock option plan of the Company or any Parent or Subsidiary which is also
intended to comply with the provisions of Section 422 of the Code, such $100,000
limitation shall apply to the aggregate number of shares for which Incentive
Stock Options may be granted under this Plan and all such other plans.

9. OPTION AGREEMENTS

         All Options granted pursuant to the Plan shall be evidenced by written
agreements ("Option Agreements"), which shall be executed by the Company and by
the Optionee, in such form or forms and containing such terms and conditions not
inconsistent with the terms of the Plan as the Board shall from time to time
determine. Option Agreements covering Options granted from time to time or at
the same time need not contain similar provisions; provided, however, that all
such Option Agreements shall comply with all terms of the Plan.

10. OPTION PRICE

         The purchase price of each share of Common Stock subject to an Option
(the "Option Price") shall be fixed by the Board and stated in each Option
Agreement, and subject to the provisions of Section 8(a) above, shall be not
less than one hundred percent (100%) of the fair market value of a share of
Common Stock on the date the Option is granted. If the Common Stock is then
listed on any national securities exchange, the fair market value shall be the
closing price of a share of Common Stock on such exchange on the last trading
day immediately prior to the date of grant; provided, however, that when
granting Incentive Stock Options, the Board shall determine fair market value in
accordance with the provisions of Section 422 of the Code. If the Common Stock
is not listed on any such exchange, the fair market value shall be determined in
good faith by the Board.

11. TERM AND VESTING OF OPTIONS

(a) Option Period. Subject to the provisions of Sections 8(a) and 14 hereof,
each Option granted under the Plan shall terminate and all rights to purchase
shares thereunder shall cease upon the expiration of ten (10) years from the
date such Option is granted, or on such date prior thereto as may be fixed by
the Board and stated in the Option Agreement relating to such Option.
Notwithstanding the foregoing, the Board may in its discretion, at any time
prior to the expiration or termination of any Option, extend the term of any
such Option for such additional period as the Board in its discretion may
determine; provided, however, that in no event shall the aggregate option



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period with respect to any Option, including the initial term of such Option and
any extensions thereof, exceed 10 years.

(b)               Vesting.
                  -------

         (i) Incentive Stock Options. Subject to the provisions of Sections
         11(c) and 14 hereof, each Agreement will specify the vesting schedule
         applicable to Incentive Stock Options. The Board may in its discretion
         provide that any vesting requirement or other such limitation on the
         exercise of an Incentive Stock Option may be rescinded, modified or
         waived by the Board, in its sole discretion, at any time and from time
         to time after the date of grant of such Incentive Stock Option, so as
         to accelerate the time at which the Incentive Stock Option may be
         exercised.

         (ii) Non-qualified Stock Options. Subject to the provisions of Sections
         11(c) and 14 hereof, each Agreement will specify the vesting schedule
         applicable to Non-qualified Stock Options. The Board may in its
         discretion provide that any vesting requirement or other such
         limitation on the exercise of a Non-qualified Stock Option may be
         rescinded, modified or waived by the Board, in its sole discretion, at
         any time and from time to time after the date of grant of such
         Non-qualified Stock Option, so as to accelerate the time at which the
         Non- qualified Stock Option may be exercised.

(c) Change in Control. In the event of a Change in Control (as defined below),
the Board may, in its sole and absolute discretion, provide on a case by case
basis that (a) immediately prior to the effective date of the transactions
giving rise to a Change in Control, the vesting of some or all of the
outstanding Options issued pursuant to an Option Agreement may be accelerated so
that each such Option shall become exercisable without regard to any limitation
on exercise imposed pursuant to the Option Agreement or this Plan, and/or (b)
upon the consummation of the transactions giving rise to the Change in Control,
all outstanding Options under the Plan shall, to the extent not previously
exercised or assumed by the successor corporation or its parent company,
terminate and cease to be outstanding. For purposes of the Plan, a "Change in
Control" shall mean (i) a reorganization, merger, consolidation or other form of
corporate transaction or series of transactions, in each case, with respect to
which persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than fifty percent (50%) of the total combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated company's then outstanding voting securities, (ii) a
liquidation or dissolution of the Company, (iii) the sale, lease, exchange or
other disposition of all or substantially all of the assets of the Company, or
(iv) the acquisition by any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, who prior to such time
owned less than fifty percent (50%) of the total combined voting power entitled
to vote generally in the election of directors of the Company, of additional
voting power in one or more transactions, or series of transactions, such that
following such transaction or transactions, such person or group and affiliates
beneficially own fifty percent (50%) or more of the total combined voting power
entitled to vote generally in the election of directors of the Company. For
purposes of the Plan, a "person" shall mean any person, corporation,
partnership, joint venture or other entity or any group (as such term is defined
for purposes of Section 13(d) of



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the Exchange Act) and "beneficial ownership" shall be determined in accordance
with Rule 13d-3 under the Exchange Act.

(a) Manner of Exercise. An Option that is exercisable hereunder may be exercised
by delivery to the Company on any business day, at its principal office,
addressed to the attention of the person designated by the Company from time to
time as the Stock Option Administrator, of written notice of exercise, which
notice shall specify the number of shares with respect to which the Option is
being exercised, and shall be accompanied by payment in full of the Option Price
of the shares for which the Option is being exercised, by one or more of the
methods provided below. The minimum number of shares of Common Stock with
respect to which an Option may be exercised, in whole or in part, at any time
shall be the lesser of one hundred (100) shares or the maximum number of shares
available for purchase under the Option at the time of exercise.

(b) Payment. Payment of the Option Price for the shares of Common Stock
purchased pursuant to the exercise of an Option (the "Option Shares") shall be
made (i) in cash or in cash equivalents; (ii) through the tender to the Company
of shares of Common Stock, which shares shall be valued, for purposes of
determining the extent to which the Option Price has been paid thereby, at their
fair market value (determined in the manner described in Section 10 above) on
the date of exercise; (iii) by delivering a written direction to the Company
that the Option be exercised pursuant to a "cashless" exercise/sale procedure
(pursuant to which funds to pay for exercise of the Option are delivered to the
Company by a broker upon receipt of stock certificates from the Company) or a
cashless exercise/loan procedure (pursuant to which the Optionees would obtain a
margin loan from a broker to fund the exercise) through a licensed broker
acceptable to the Company whereby the stock certificate or certificates for the
shares of Common Stock for which the Option is exercised will be delivered to
such broker as the agent for the individual exercising the Option and the broker
will deliver to the Company cash (or cash equivalents acceptable to the Company)
equal to the Option Price for the shares of Common Stock purchased pursuant to
the exercise of the Option plus the amount (if any) of federal and other taxes
that the Company, may, in its judgment, be required to withhold with respect to
the exercise of the Option; (iv) to the extent permitted by applicable law and
agreed to by the Board in its sole and absolute discretion, by the delivery of a
promissory note of the Optionee to the Company on such terms as the Board shall
specify in its sole and absolute discretion; or (v) by a combination of the
methods described in clauses (i), (ii), (iii) and (iv). Payment in full of the
Option Price need not accompany the written notice of exercise if the Option is
exercised pursuant to the cashless exercise/sale procedure described above. An
attempt to exercise any Option granted hereunder other than as set forth above
shall be invalid and of no force and effect.

(c) Issuance of Certificates. Promptly after the exercise of an Option, the
individual exercising the Option shall be entitled to the issuance of a
certificate or certificates evidencing his ownership of such shares of Common
Stock. An individual holding or exercising an Option shall have none of the
rights of a shareholder until the shares of Common Stock covered thereby are
fully paid and issued to him and, except as provided in Section 18 below, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance.


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(d)

13. TRANSFERABILITY OF OPTIONS

(a) Incentive Stock Options. No Incentive Stock Option shall be assignable or
transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

(b) Non-Qualified Stock Options. Unless otherwise permitted by the Board in its
sole and absolute discretion, no non-qualified stock option shall be assignable
or transferable by the Optionee to whom it is granted, other than by will or the
laws of descent and distribution.

14. TERMINATION OF EMPLOYMENT, DEATH, DISABILITY OR BREACH O
    RESTRICTIVE COVENANTS

(a) General. If an Optionee's employment with or service as a director of or
independent contractor, consultant or sales representative to the Company or any
Parent or Subsidiary terminates for any reason other than Cause (as defined
below), death or "permanent and total disability" (within the meaning of Section
22(e)(3) of the Code) of such Optionee, Options granted to the Optionee will
expire three (3) months following the last day of the Optionee's employment with
or service as a director of or independent contractor, consultant or sales
representative to the Company or any Parent or Subsidiary, or, if earlier, the
date specified in the Option Agreement. Except as may otherwise be provided in
any Option Agreement, Options will be exercisable only to the extent they are
exercisable on the date the Optionee's employment with or service as a director
of or independent contractor, consultant or sales representative to the Company
or any Parent or Subsidiary terminates.

(b) Cause. Notwithstanding any provisions set forth in this Plan, if the Company
or any Parent or Subsidiary terminates an Optionee's employment or service as a
director of or independent contractor, consultant or sales representative to the
Company or any Parent or Subsidiary for Cause (as defined below), all Options
granted to such Optionee pursuant to the Plan shall terminate upon the date of
such termination of employment or service and such Optionee shall have no
further right to purchase shares of Common Stock pursuant to such Options. For
purposes of the Plan, "Cause" means (i) failure or refusal of the Optionee to
perform the duties and responsibilities that the Company or any Parent or
Subsidiary requires to be performed by him, (ii) gross negligence or willful
misconduct by the Optionee in the performance of his duties, (iii) commission by
the Optionee of an act of dishonesty affecting the Company or any Parent or
Subsidiary, or the commission of an act constituting common law fraud or a
felony, or (iv) the Optionee's commission of an act (other than the good faith
exercise of his business judgment in the exercise of his responsibilities)
resulting in material damages to the Company or any Parent or Subsidiary.
Notwithstanding the above, if an Optionee and the Company have entered into an
employment, independent contractor, consulting, sales representative or other
agreement with the Company or any Parent or Subsidiary which defines the term
"Cause" for purposes of such agreement, "Cause" for purposes of this Plan shall
be defined pursuant to the definition in such agreement rather than the
definition set forth above. The Board shall determine whether Cause exists for
purposes of this Plan and such determination shall be final, conclusive and
binding on the Optionees.



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(c) Death. If an Optionee dies while serving as an employee or director of or
independent contractor, consultant or sales representative to the Company or any
Parent or Subsidiary, all Options exercisable on the date of the Optionee's
death shall remain exercisable by the executors or administrators or legatees or
distributees of such Optionee's estate at any time within one (1) year after the
date of such Optionee's death, or if earlier, the date specified in the Option
Agreement pursuant to Section 11(a) above, to exercise such Options in whole or
in part.

(d) Disability. If an Optionee's employment with or service as a director of or
independent contractor, consultant or sales representative to the Company or any
Parent or Subsidiary is terminated by reason of the "permanent and total
disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, then all Options exercisable on the date of the Optionee's termination
of employment or service shall remain exercisable by Optionee at any time within
one (1) year after such termination of employment or service, or if earlier, the
date specified in the Option Agreement pursuant to Section 11(a) above, to
exercise such Options in whole or in part. Whether a termination of employment
or service is to be considered by reason of "permanent and total disability" for
purposes of this Plan shall be determined by the Board, which determination
shall be final, conclusive and binding on the Optionees.

15. USE OF PROCEEDS

         The proceeds received by the Company from the sale of Common Stock upon
exercise of Options granted under the Plan shall constitute general funds of the
Company.

16. REQUIREMENTS OF LAW

(a) Violations of Law. The Company shall not be required to sell or issue any
shares of Common Stock upon exercise of any Option if the sale or issuance of
such shares would constitute a violation by the individual exercising the Option
or the Company of any provisions of any law or regulation of any governmental
authority, including without limitation, any federal or state securities laws or
regulations. Any determination in this connection by the Board shall be final,
conclusive and binding on the Optionees. The Company shall not be obligated to
take any affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of any
governmental authority.

(b) Registration. At the time of any exercise of any Option, the Company may, if
it shall determine it necessary or desirable for any reason, require the
Optionee (or his or her heirs, legatees or legal representative, as the case may
be), as a condition to the exercise thereof, to deliver to the Company a written
representation of present intention to purchase the shares for his or her own
account as an investment and not with a view to, or for sale in connection with,
the distribution of such shares, except in compliance with applicable federal
and state securities laws with respect thereto. In the event such representation
is required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Optionee (or his or her heirs, legatees or legal
representative, as the case may be) upon his or her exercise of all or any
portion of the Option and a stop transfer order may be placed with the transfer
agent. Each Option shall also be subject to the



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requirement that, if at any time the Company determines, in the discretion of
the Board, that the listing, registration or qualification of the shares subject
to the Option upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of or in connection with, the issuance or purchase of
the shares thereunder, the Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the Company
in its sole discretion. The Company shall not be obligated to take any
affirmative action in order to cause the exercisability or vesting of an Option
or to cause the exercise of an Option or the issuance of shares pursuant thereto
to comply with any law or regulation of any governmental authority.

(c) Withholding. The Board may make such provisions and take such steps as it
may deem necessary or appropriate for the withholding of any taxes that the
Company is required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with the exercise of any Option, including, but not limited to: (i) the
withholding of delivery of shares of Common Stock upon exercise of Options until
the holder reimburses the Company for the amount the Company is required to
withhold with respect to such taxes, (ii) the canceling of any number of shares
of Common Stock issuable upon exercise of such Options in an amount sufficient
to reimburse the Company for the amount it is required to so withhold, or (iii)
withholding the amount due from any such person's wages, compensation, fees or
other amounts due such person.

(d) Governing Law. This Plan shall be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada.

17. AMENDMENT AND TERMINATION OF THE PLAN

         The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Common Stock as to which Options have not
been granted; provided, however, that the approval by a majority of the votes
present and entitled to vote at a duly held meeting of the shareholders of the
Company at which a quorum representing a majority of all outstanding voting
stock is, either in person or by proxy, present and voting on the amendment, or
by written consent in accordance with applicable state law and the Articles of
Incorporation and By-Laws of the Company shall be required for any amendment (i)
that changes the requirements as to Eligible Individuals to receive Options
under the Plan, (ii) that increases the maximum number of shares of Common Stock
in the aggregate that may be sold pursuant to Options that are granted under the
Plan (except as permitted under Section 18 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Rule 162(m) of the Code and Rule 16b- 3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Common Stock may be listed or traded. Except as permitted under Section 18
hereof, no amendment, suspension or termination of the Plan shall, without the
consent of the holder of the Option, alter or impair rights or obligations under
any Option theretofore granted under the Plan.




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18. EFFECT OF CHANGES IN CAPITALIZATION

(a) Recapitalization. Subject to Section 11(c) above, if the outstanding shares
of Common Stock are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities of the Company by reason
of any recapitalization, reclassification, reorganization (other than as
described in Section 18(b) below), stock split, reverse split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock of the Company, or other increase or decrease in such shares
effected without receipt of consideration by the Company, occurring after the
Effective Date, an appropriate and proportionate adjustment shall be made by the
Board (i) in the aggregate number and kind of shares of Common Stock available
under the Plan, (ii) in the number and kind of shares of Common Stock issuable
upon exercise of outstanding Options granted under the Plan, and (iii) in the
Option Price per share of outstanding Options granted under the Plan.

(b) Reorganization. Notwithstanding the terms and conditions of Section 11(c)
above, or in connection with a merger, consolidation, reorganization or other
business combination of the Company with one or more other entities in which the
Company is not the surviving entity, each then outstanding Option shall upon
exercise thereafter entitle the holder thereof to such number of shares of
Common Stock or other securities or property to which a holder of shares of
Common Stock would have been entitled to upon such merger, consolidation,
reorganization or other business combination.

(c) Dissolution or Liquidation. Upon the dissolution or liquidation of the
Company, the Plan and all Options outstanding hereunder shall terminate. In the
event of any termination of the Plan under this Section 18(c), each individual
holding an Option shall have the right, immediately prior to the occurrence of
such termination and during such reasonable period as the Board in its sole
discretion shall determine and designate, to exercise such Option in whole or in
part, whether or not such Option was otherwise exercisable at the time such
termination occurs and without regard to any vesting or other limitation on
exercise imposed pursuant to Section 11(b) above.

(d) Adjustments. Adjustments under this Section 18 related to stock or
securities of the Company shall be made by the Board, whose determination in
that respect shall be final, conclusive and binding on the Optionees. No
fractional shares of Common Stock or units of other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share or unit.

(e) No Limitations. The grant of an Option pursuant to the Plan shall not affect
or limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

19. DISCLAIMER OF RIGHTS

         No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain an employee or



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director of or an independent contractor, consultant or sales representative to
the Company or any Parent or Subsidiary or to interfere in any way with the
right and authority of the Company or any Parent or Subsidiary either to
increase or decrease the compensation of any individual, including any Option
holder, at any time, or to terminate his employment with or service as a
director of or independent contractor, consultant or sales representative to the
Company or any Parent or Subsidiary or to terminate any other relationship
between any individual and the Company or any Parent or Subsidiary. A holder of
an Option shall not be deemed for any purpose to be a shareholder of the Company
with respect to such Option except to the extent that such Option shall have
been exercised with respect thereto and, in addition, a stock certificate shall
have been issued theretofore and delivered to the holder. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as expressly provided
in Section 18 hereof.

20. NONEXCLUSIVITY OF THE PLAN

         The adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights otherwise than under the Plan.

21. SEVERABILITY

         If any provision of the Plan or any Option Agreement shall be
determined to be illegal or unenforceable by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable in accordance with their terms, and all provisions shall remain
enforceable in any other jurisdiction.

22. NOTICES

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business and
addressed to the attention of the person designated by the Company from time to
time as the Stock Option Administrator, and if to the holder of an Option, to
the address as appearing on the records of the Company.


         Executed as of February 1, 2002.


Xstream Beverages Group, Inc.



/s/ Theodore Farnsworth
---------------------------------
By: Theodore Farnsworth, Chairman




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